Paterson Lydia 4
4 · Udemy, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
Udemy Director Lydia Paterson Surrenders 195,171 Shares in Merger
What Happened
- Lydia Paterson, a director of Udemy, reported dispositions on 2026-05-11: 95,171 shares of Udemy common stock and 100,000 derivative securities were transferred/disposed to the issuer. No per‑share cash price is listed in the filing (N/A).
- These dispositions occurred in connection with the Coursera merger. Under the Merger Agreement, each outstanding Udemy common share was converted into the right to receive 0.800 shares of Coursera common stock (subject to rounding and certain exclusions). The filing does not state a cash amount received; the consideration was the merger conversion rather than an open‑market sale.
Key Details
- Transaction date: 2026-05-11 (Effective Time of the merger).
- Securities: 95,171 Udemy common shares (disposition) and 100,000 derivative securities (disposition); both reported as "to the issuer" with price N/A.
- Consideration/Conversion: Udemy shares converted into the right to receive 0.800 Coursera shares per Udemy share under the Merger Agreement (see footnote).
- Post-transaction holdings: not specified in the provided filing summary.
- Filing timeliness: the Form 4 was filed with the same report date (2026-05-11), indicating a timely report.
- Relevant footnotes: Merger Agreement with Coursera (effective Dec 17, 2025 agreement; closing effective May 11, 2026); RSUs and options were converted or handled per merger terms (certain RSUs converted at 0.800 ratio; outstanding options converted per a formula and underwater options cancelled).
Context
- "Disposition to the issuer" in a merger typically reflects shares/awards surrendered, converted or exchanged under the acquisition terms rather than a market sale — so this filing documents the merger transaction mechanics, not a director-initiated sale for cash.
- Derivative securities can include RSUs or options; the filing’s footnotes explain stock‑award and option conversion rules (and cancellation of underwater options) applicable at closing.
Insider Transaction Report
Form 4Exit
Udemy, Inc.UDMY
Paterson Lydia
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-11−95,171→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F3]2026-05-11−100,000→ 0 totalExercise: $6.58Exp: 2030-02-11→ Common Stock (100,000 underlying)
Footnotes (4)
- [F1]Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera.
- [F2]At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).
- [F3]One-fourth of the shares underlying the option vested on December 15, 2020 and 1/48th of the remaining shares vested monthly thereafter.
- [F4]At the Effective Time, each option to purchase shares of Udemy Common Stock (a "Udemy Stock Option") that was outstanding and unexercised, whether vested or unvested, was converted into a number of shares of Coursera Common Stock equal to the product of (1) the spread of (x) (i) the average closing price of Coursera Common Stock for the five full trading days preceding the closing of the Merger, multiplied by (ii) 0.800 over (y) the applicable per share exercise price, multiplied by (2) the number of shares of Udemy Common Stock subject to such award. Underwater Udemy Stock Options were cancelled for no consideration.
Signature
/s/ James Babikian, Attorney-in-Fact|2026-05-11